Exhibit 10.16(iv)


    

      Exhibit
        10.16(iv)

       

      AMENDMENT
        NO. 1 TO SUBLEASE

       

      This
        Amendment No. 1 to Sublease is entered into as of the 30th day
        of
        January, 2006, by and between Interactive Intelligence, Inc., an Indiana
        corporation ("Sublandlord"), and ANGEL Learning, Inc., f/k/a Cyberlerning
        Labs,
        Inc., an Indiana corporation ("Subtenant").

       

      W
        I T N E S S E T H:

       

      WHEREAS,
        the
        following facts are true:

       

      A.  Sublandlord
        and Subtenant entered into a Sublease dated as of December 29, 2004 (the
        "Sublease"), pursuant to which Subtenant sublet certain premises located
        in 7601
        Interactive Way, Indianapolis, Indiana;

       

      B.  The
        Sublease provided Subtenant an option to expand the "Premises;"

       

      C.  Subtenant
        desires to exercise its option to expand as provided in the Sublease, but
        as
        modified by this document;

       

      D.  Sublandlord
        has agreed to the modification contained herein.

       

      NOW,
        THEREFORE,
        in
        consideration of the premises, the mutual covenants contained herein, and
        other
        good and valuable consideration, the receipt and sufficiency of which are
        hereby
        acknowledged, the parties agree as follows:

       

      1.  Capitalized
        terms used herein but not defined shall have the meaning set forth in the
        Sublease.

       

      2.  Commencing
        on March 1, 2006, the Premises shall consist of approximately 11,980 rentable
        square feet, located on the first floor of the Leased Premises. The Premises
        is
        depicted on the attached Exhibit A.
        Exhibit A
        replaces
Exhibit B
        to the
        Sublease.

       

      3.  Commencing
        on March 1, 2006, and ending on February 28, 2007, Minimum Annual Rent shall
        be
        $192,878.04, payable in Monthly Rental Installments of $16,073.17. Beginning
        on
        March 1, 2007 through the expiration of the Original Term, Minimum Annual
        Rent
        shall be $198,867.96, payable in Monthly Rental Installments of
        $16,572.33.

       

      4.  Sublandlord
        shall provide an allowance for Tenant Finish Improvements in an amount not
        to
        exceed Thirty-Nine Thousand Three Hundred Seventy-Five Dollars ($39,375.00)
        for
        the Expansion Space. The terms of Section 6 of the Sublease shall govern
        such
        allowance. Subtenant confirms that the Tenant Finish Allowance originally
        set
        forth in Section 6 has been paid in full.

       

      5.  Section
        10 of the Sublease is deleted in its entirety.

       

      6.  Section
        11 of the Sublease is deleted in its entirety.

       

      7.  The
        amount of the Security Deposit will be increased to $16,073.17.

       

      8.  In
        all
        other respects, the Sublease shall remain unchanged.

       


      
        
          
             

             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to
        Sublease as of the date and year first above written.

       

      "Sublandlord"

      


      INTERACTIVE
        INTELLIGENCE, INC.

      


      By:
         /s/
        Stephen R. Head

      


      Printed: Stephen
        R. Head 

      


      Title:
         Chief
        Financial Officer 

      


      "Subtenant"

      


      ANGEL
        LEARNING, INC.

      


      By:
         /s/
        Christopher D. Clapp

      


      Printed: Christopher
        D. Clapp 

      


      Title:
         President
        and CEO 

      


      


      


      STATE
        OF
        INDIANA  )

      )SS:
        

      COUNTY
        OF
        MARION )

      


      Before
        me, a Notary Public in and for said County and State, personally appeared
        Stephen R. Head, the Chief Financial Officer of Interactive Intelligence,
        Inc.,
an
        Indiana corporation, who acknowledged the execution of the foregoing "Amendment
        No. 1 to Sublease" on behalf of said corporation.

       

      Witness
        my hand and Notarial Seal this 30th
        day of
        January, 2006.

       

      /s/
        Traci L. Shaw_____________

      Notary
        Public

       

      Traci
        L. Shaw _______________

      (Printed
        Signature)

      


      My
        Commission Expires: 3/14/07___________

      


      My
        County
        of Residence: Marion___________,
        Indiana.


      
        
          
             

             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      STATE
        OF
        INDIANA  )

      )SS:
        

      COUNTY
        OF
        MARION )

      


      Before
        me, a Notary Public in and for said County and State, personally appeared
        Christopher D. Clapp, the President and CEO of CyberLearningLabs, Inc., an
        Indiana corporation, who acknowledged the execution of the foregoing "Amendment
        No. 1 to Sublease" on behalf of said corporation.

       

      Witness
        my hand and Notarial Seal this 30th
        day of
        January, 2006.

       

      /s/
        Traci L. Shaw_____________

      Notary
        Public

       

      Traci
        L. Shaw _______________

      (Printed
        Signature)

      


      My
        Commission Expires: 3/14/07___________

      


      My
        County
        of Residence: Marion___________,
        Indiana.


      
        
          
             

             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      CONSENT
        AND ACCEPTANCE

      


      DUKE
        REALTY LIMITED PARTNERSHIP, an Indiana limited partnership, as Landlord under
        the Master Lease, hereby consents to the Amendment No. 1 to Sublease of the
        Master Lease; provided, however, that such Sublease does not affect or release
        any liability of Sublandlord under the terms and obligations of the Master
        Lease.

      


      Landlord
        hereby further consents to the construction of certain alterations and/or
        improvements within the Subleased Premises in accordance with Exhibit
        D
        attached
        hereto (the “Improvements”) and in accordance with the provisions of
Section
        7.03
        of the
        Master Lease, subject to the following additional terms and conditions.
        Notwithstanding anything contained in Section
        7.03
        or any
        other provision of the Master Lease to the contrary, upon written request
        by
        Landlord, Sublandlord shall remove all said Improvements and restore the
        Subleased Premises to its original condition upon the expiration or earlier
        termination of the Sublease. If any subsequent alterations or improvements
        are
        constructed or installed in the Subleased Premises, Sublandlord or Subtenant
        shall, upon written request from Landlord, upon the expiration or earlier
        termination of the Sublease, remove all such subsequent alterations or
        improvements and restore the Subleased Premises to the condition existing
        prior
        to the construction of such items. Nothing contained herein shall constitute
        a
        consent by Landlord to any alterations or improvements in the Subleased Premises
        other than the Improvements, which may only be made in accordance with the
        provisions of the Master Lease.

      


      This
        Consent and Acceptance of the foregoing Sublease shall not constitute a consent
        by Landlord to any further subletting or assignments of the entire or any
        portion of the Leased Premises.

      


      "Landlord"

      


      DUKE
        REALTY LIMITED PARTNERSHIP, an Indiana limited partnership

      


      By:
         Duke
        Realty Corporation, its general partner

      


      By: /s/
        Jennifer K. Burk 

      Jennifer
        K. Burk

      Senior
        Vice President

      Indiana
        Office